UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2004
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ____________ to
____________
Commission File No. 0-10634
---------------------------
Nevada Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0351702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9149 So. Monroe Plaza Way, Suite B
Sandy, Utah 84070
(Address of principal executive offices, zip code)
(801) 984-0228
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The number of shares outstanding of the registrant's par value $0.001
Common Stock as of October 15, 2004 was 6,807,452.
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Nevada Chemicals, Inc.
Form 10-Q
Table of Contents
Page No.
--------
Part I Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 2004 and December 31, 2003 1
Condensed Consolidated Statements of Income
for the Three Months Ended September 30, 2004
and September 30, 2003 2
Condensed Consolidated Statements of Income
for the Nine Months Ended September 30, 2004
and September 30, 2003 3
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2004 and
September 30, 2003 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 11
Item 4. Controls and Procedures 11
Part II Other Information
Item 2. Changes in Securities, Use of Proceeds and
Issuer Repurchases of Equity Securities 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEVADA CHEMICALS, INC.
Condensed Consolidated Balance Sheets
September 30, 2004 December 31,
ASSETS (Unaudited) 2003
Current assets:
Cash and cash equivalents $ 14,455,000 $ 6,424,000
Short-term investments 582,000 5,614,000
Receivables 55,000 94,000
Prepaid expenses 28,000 40,000
Current portion of notes receivable 186,000 221,000
------------ --------------
Total current assets 15,306,000 12,393,000
Investment in joint venture 11,368,000 12,428,000
Notes receivable - 186,000
Property and equipment, net 20,000 29,000
Other assets 228,000 228,000
------------ --------------
$ 26,922,000 $ 25,264,000
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable
and accrued expenses $ 2,567,000 $ 1,635,000
Deferred income taxes 1,732,000 1,732,000
------------ --------------
Total liabilities 4,299,000 3,367,000
------------ --------------
Stockholders' equity:
Common stock 7,000 7,000
Capital in excess of par value 3,510,000 3,512,000
Accumulated other comprehensive loss (18,000) (2,000)
Retained earnings 19,124,000 18,380,000
------------ --------------
Total stockholders' equity 22,623,000 21,897,000
------------ --------------
$ 26,922,000 $ 25,264,000
============ ==============
See accompanying notes to condensed consolidated financial statements
1
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended September 30
2004 2003
------------- --------------
Revenues and equity in earnings:
Management fee from joint venture $ 148,000 $ 125,000
Equity in earnings of joint venture 1,085,000 829,000
------------- --------------
Total 1,233,000 954,000
General and administrative expenses 145,000 136,000
------------- --------------
Operating income 1,088,000 818,000
Investment and other income 50,000 71,000
------------- --------------
Income before provision for income taxes 1,138,000 889,000
Provision for income taxes 402,000 311,000
------------- --------------
Net income $ 736,000 $ 578,000
============= ==============
Earnings per common share:
Basic $ 0.11 $ 0.08
============= ==============
Diluted $ 0.10 $ 0.08
============= ==============
Weighted average number of shares outstanding:
Basic 6,807,000 6,808,000
Diluted 6,969,000 6,945,000
See accompanying notes to condensed consolidated financial statements
2
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Income
(Unaudited)
Nine Months Ended September 30
2004 2003
------------- --------------
Revenues and equity in earnings:
Management fee from joint venture $ 398,000 $ 317,000
Equity in earnings of joint venture 2,940,000 1,702,000
------------- --------------
Total 3,338,000 2,019,000
General and administrative expenses 525,000 509,000
------------- --------------
Operating income 2,813,000 1,510,000
Investment and other income 118,000 270,000
------------- --------------
Income before provision for income taxes 2,931,000 1,780,000
Provision for income taxes 1,030,000 623,000
------------- --------------
Net income $ 1,901,000 $ 1,157,000
============= ==============
Earnings per common share:
Basic $ 0.28 $ 0.17
============= ==============
Diluted $ 0.27 $ 0.16
============= ==============
Weighted average number of shares outstanding:
Basic 6,808,000 6,902,000
Diluted 6,964,000 7,034,000
See accompanying notes to condensed consolidated financial statements
3
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30
2004 2003
-------------- --------------
Cash flows from operating activities:
Net income $ 1,901,000 $ 1,157,000
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation expense 9,000 7,000
Equity in earnings of joint venture (2,940,000) (1,702,000)
Changes in operating assets and liabilities:
Receivables 39,000 44,000
Prepaid expenses 12,000 19,000
Other assets - 21,000
Accounts payable and accrued expenses 864,000 19,000
-------------- --------------
Net cash used in operating activities (115,000) (435,000)
-------------- --------------
Cash flows from investing activities:
Distributions from joint venture 4,000,000 2,000,000
Net sales of short-term investments 5,016,000 2,496,000
Payments of notes receivable 221,000 89,000
-------------- --------------
Net cash provided by investing activities 9,237,000 4,585,000
-------------- --------------
Cash flows from financing activities:
Payment of dividends (1,089,000) (340,000)
Purchase and retirement of treasury stock (2,000) (783,000)
-------------- --------------
Net cash used in financing activities (1,091,000) (1,123,000)
-------------- --------------
Net increase in cash 8,031,000 3,027,000
Cash and cash equivalents, beginning of period 6,424,000 6,612,000
-------------- --------------
Cash and cash equivalents, end of period $ 14,455,000 $ 9,639,000
============== ==============
See accompanying notes to condensed consolidated financial statements
4
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The interim financial information of Nevada Chemicals, Inc. (the
"Company") as of September 30, 2004 and for the three-month and nine-month
periods ended September 30, 2004 and September 30, 2003 included herein is
unaudited, and the balance sheet as of December 31, 2003 is derived from audited
financial statements. These condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial statements. Accordingly, they do not include
all the information and disclosures normally required by accounting principles
generally accepted in the United States for complete financial statements. Such
financial information reflects all adjustments, which are, in the opinion of
management, necessary for a fair presentation of results for the interim
periods. These adjustments are of a normal recurring nature.
The results of operations for the three-month and nine-month periods
ended September 30, 2004 are not necessarily indicative of the results to be
expected for the full year.
Certain amounts in the prior year's financial statements have been
reclassified to conform with the current year presentation.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - For purposes of the condensed, consolidated
financial statements, cash includes all cash and investments with original
maturities to the Company of three months or less.
Short-Term Investments - Investments with scheduled maturities greater
than three months but not greater than one year are recorded as short-term
investments. At September 30, 2004, management of the Company classified these
investments as available for sale. The short-term investments are recorded at
fair value with net unrealized gains or losses reported within stockholders'
equity. Realized gains and losses are included in the condensed, consolidated
statements of income.
Earnings per Common Share - The computation of basic earnings per
common share is based on the weighted average number of common shares
outstanding during the period. The computation of diluted earnings per common
share is based on the weighted average number of common shares outstanding
during the period plus the weighted average common stock equivalents which would
arise from the exercise of stock options outstanding, using the treasury stock
method and the average market price per share during the period.
5
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The shares used in the computation of the Company's basic and diluted
earnings per share are reconciled as follows:
Three Months Ended Sept. 30 Nine Months Ended Sept. 30
---------------- ----------------- ----------------- ----------------
2004 2003 2004 2003
---- ---- ---- ----
Weighted average number of
shares outstanding - basic 6,807,000 6,808,000 6,808,000 6,902,000
Dilutive effect of stock options 162,000 137,000 156,000 132,000
--------------- ----------------- ----------------- ----------------
Weighted average number of
shares outstanding - diluted 6,969,000 6,945,000 6,964,000 7,034,000
=============== ================= ================= ================
Stock-Based Compensation - For stock options granted to employees, the
Company utilizes the footnote disclosure provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123 encourages entities to adopt a fair-value based method of
accounting for stock options or similar equity instruments. However, it also
allows an entity to continue measuring compensation cost for stock-based
compensation using the intrinsic-value method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. The Company has elected to continue to apply the provisions of APB 25
and provide pro forma footnote disclosures required by SFAS No. 123 as
applicable. The pro forma footnote disclosures required by SFAS No. 123 were not
applicable during the periods presented as no options were granted or vested
during the periods presented.
NOTE 3. INVESTMENT IN JOINT VENTURE
The Company, through its wholly owned subsidiary, Winnemucca Chemicals,
Inc., has a fifty percent interest in Cyanco Company ("Cyanco"), a non-corporate
joint venture engaged in the manufacture and sale of liquid sodium cyanide. The
Company accounts for its investment in Cyanco using the equity method of
accounting. Summarized financial information for Cyanco is as follows:
Three Months Ended Sept. 30 Nine Months Ended Sept. 30
------------------------------------------------------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues $ 9,827,000 $ 8,328,000 $ 26,539,000 $ 21,198,000
Costs and expenses 7,657,000 6,670,000 20,659,000 17,794,000
Net income before taxes 2,170,000 1,658,000 5,880,000 3,404,000
Company's equity in earnings 1,085,000 829,000 2,940,000 1,702,000
6
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 4. PURCHASE AND RETIREMENT OF COMMON STOCK
In November 2001, the Company's Board of Directors authorized a stock
repurchase plan that provides for the purchase of up to 500,000 shares of the
Company's currently issued and outstanding shares of common stock. Purchases
under the stock repurchase plan may be made from time to time at various prices
in the open market, through block trades or otherwise. These purchases may be
made or suspended by the Company from time to time, without prior notice, based
on market conditions or other factors.
During the nine-month periods ended September 30, 2004 and September
30, 2003, the Company purchased and retired 467 and 251,224 shares of its common
stock with a total cost basis to the Company of $2,000 and $783,000,
respectively.
NOTE 5. DIVIDENDS
In September 2004, the Company declared a cash dividend of $.06 per
share on a total of 6,807,452 outstanding common shares of record as of
September 30, 2004, payable on October 14, 2004. As of September 30, 2004,
dividends payable of approximately $409,000 were included in accounts payable
and accrued expenses in the accompanying condensed, consolidated balance sheet.
In January 2004, the Company paid dividends of approximately $341,000,
which were declared in December 2003. In April 2004, the Company paid dividends
of approximately $340,000, which were declared in March 2004. Both of these
prior dividends were paid at $.05 per share. In July 2004, the Company paid
dividends of approximately $408,000, which were declared in June 2004. This
dividend was paid at $.06 per share.
NOTE 6. FOREIGN INCOME TAXES
The Company has an ongoing audit by the Canada Customs and Revenue
Agency ("CCRA") of previously filed income tax returns in Canada. To date, CCRA
has taken a different position on certain matters than that taken by the
Company. The Company, based on consultation with its professional tax advisors
in Canada, believes that the facts and circumstances generally support the
position taken by the Company, and continues discussions and negotiations with
CCRA. The Company believes that amounts accrued and included in income taxes
payable at September 30, 2004 will be adequate for the resolution of the audit
by CCRA. However, there can be no assurance that such obligation will not
ultimately exceed the current estimate.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company's operations consist primarily of the Company's
proportionate share of the operating results from its 50% interest in Cyanco
Company, a non-corporate joint venture, management fee income from Cyanco,
investment income earned on cash and cash equivalents and short-term
investments, and corporate overhead, costs and expenses. Cyanco produces and
markets liquid sodium cyanide from its Winnemucca, Nevada plant for use in the
gold mining industry. Since the Company does not own more than 50% of Cyanco and
has determined that other factors requiring consolidation do not exist, the
financial statements of Cyanco are not consolidated with the financial
statements of the Company. Summarized financial information for Cyanco for the
three-month and nine-month periods ended September 30, 2004 and 2003 is
presented in Note 3 to the Company's condensed, consolidated financial
statements.
Results of Operations
Three Months Ended September 30, 2004
- -------------------------------------
Equity in earnings of Cyanco increased $256,000, or 31%, in the three
months ended September 30, 2004 compared to the three months ended September 30,
2003. Cyanco revenues increased $1,499,000, or 18%, in the three months ended
September 30, 2004 compared to the three months ended September 30, 2003.
Increased market prices of gold during 2003 and 2004 have led to increased
mining activities in the area served by Cyanco, resulting in higher volumes of
product sold. Cyanco also realized a higher price per pound for sodium cyanide
sold during 2004. Cyanco's costs and expenses increased $987,000, or 15%, in the
three months ended September 30, 2004 compared to the three months ended
September 30, 2003. The increase in operating costs resulted primarily from the
increase in variable manufacturing costs due to a greater volume of sodium
cyanide sold and increases in the cost of raw materials. As a result, Cyanco's
net income before taxes (on a 100% basis) increased $512,000, or 31%, during the
three months ended September 30, 2004 compared to the three months ended
September 30, 2003.
Management fee income from Cyanco increased $23,000, or 18%, in the
three months ended September 30, 2004 compared to the three months ended
September 30, 2003 due to the increase in Cyanco's revenues discussed above,
upon which the management fee is computed.
Investment and other income decreased $21,000, or 30%, in the three
months ended September 30, 2004 compared to the three months ended September 30,
2003. This decrease is due primarily to less interest income realized as a
result of principal reductions in notes receivable, and lower investment
earnings during the three months ended September 30, 2004.
General and administrative expenses remained somewhat constant,
increasing $9,000, or 7%, in the three months ended September 30, 2004 compared
to the three months ended September 30, 2003.
8
Nine Months Ended September 30, 2004
- ------------------------------------
Equity in earnings of Cyanco increased $1,238,000, or 73%, in the nine
months ended September 30, 2004 compared to the nine months ended September 30,
2003. Cyanco revenues increased $5,341,000, or 25%, in the nine months ended
September 30, 2004 compared to the nine months ended September 30, 2003.
Increased market prices of gold during 2003 and 2004 have led to increased
mining activities in the area served by Cyanco, resulting in higher volumes of
product sold. Cyanco also realized a higher price per pound for sodium cyanide
sold during 2004. Cyanco's costs and expenses increased $2,865,000, or 16%, in
the nine months ended September 30, 2004 compared to the nine months ended
September 30, 2003. The increase in operating costs resulted primarily from the
increase in variable manufacturing costs due to a greater volume of sodium
cyanide sold and increases in the cost of raw materials. As a result, Cyanco's
net income before taxes (on a 100% basis) increased $2,476,000, or 73%, during
the nine months ended September 30, 2004 compared to the nine months ended
September 30, 2003.
Management fee income from Cyanco increased $81,000, or 26%, in the
nine months ended September 30, 2004 compared to the nine months ended September
30, 2003 due to the increase in Cyanco's revenues discussed above, upon which
the management fee is computed.
Investment and other income decreased $152,000, or 56%, in the nine
months ended September 30, 2004 compared to the nine months ended September 30,
2003. This decrease is due primarily to less interest income realized as a
result of principal reductions in notes receivable, and lower investment
earnings during the first nine months of 2004.
General and administrative expenses remained somewhat constant,
increasing $16,000, or 3%, in the nine months ended September 30, 2004 compared
to the nine months ended September 30, 2003.
Liquidity and Capital Resources
At September 30, 2004, the liabilities of the Company consisted of
current liabilities and deferred income taxes. Current liabilities at September
30, 2004 were comprised of accounts payable and accrued expenses totaling
$2,567,000, including dividends payable of $409,000, with the remainder
comprised primarily of accrued United States and Canadian income taxes. These
current liabilities compare favorably to total current assets of $15,306,000 as
of September 30, 2004. Current assets are comprised primarily of cash and cash
equivalents of $14,455,000 and short-term investments that are available for
sale of $582,000.
Cash in excess of short-term operating needs is invested in interest
bearing investment accounts with maturities ranging from 30 days to one year,
substantially all of which are classified as cash equivalents. The Board of
Directors of the Company continues to evaluate alternative uses for the cash of
the Company, including the payment of dividends to stockholders, optimizing
short-term investment results without exposing Company resources to high levels
of market risk, diversification of the Company's business, further investment in
Cyanco, and other strategies.
Net cash used in operating activities for the nine months ended
September 30, 2004 was $115,000 compared to net cash used in operating
activities of $435,000 for the nine months ended September 30, 2003. The
improvement in cash used in operating activities during the first nine months of
2004 is primarily due to the increase in accounts payable and accrued expenses
of $864,000 in the first nine months of 2004 resulting from the accrual of
United States and Canadian income taxes and to the increase in net income during
the first nine months of 2004. The equity in earnings of Cyanco, a non-cash
income item, is excluded from the calculation of net cash used in operating
activities because of the Company's use of the equity method of accounting for
its investment in Cyanco. Actual cash distributions from Cyanco are included in
cash flows from investing activities, as discussed below.
9
Net cash provided by investing activities for the nine months ended
September 30, 2004 was $9,237,000 compared to net cash provided by investing
activities of $4,585,000 for the nine months ended September 30, 2003. During
the first nine months of 2004, the Company received distributions of $4,000,000
from Cyanco, $5,016,000 net proceeds from the sale of short-term investments and
$221,000 from the collection of notes receivable. By comparison, during the
first nine months of 2003, the Company received distributions of $2,000,000 from
Cyanco, $2,496,000 net proceeds from the sale of short-term investments and
$89,000 from the collection of notes receivable. The increase in cash
distributions in 2004 have resulted from the improvement in earnings of Cyanco,
as discussed above. Certain investments with longer maturities and greater
interest rate risk, which have been classified as short-term investments in the
Company's condensed, consolidated balance sheets, have been liquidated during
the first nine months of 2004, with proceeds placed in short-term, variable
interest rate investments, which are classified as cash equivalents.
Net cash used in financing activities for the nine months ended
September 30, 2004 was $1,091,000 comprised of dividends paid of $1,089,000 and
purchase and retirement of shares of the Company's common stock of $2,000. Net
cash used in financing activities for the nine months ended September 30, 2003
was $1,123,000 comprised of dividends paid of $340,000 and purchase and
retirement of shares of the Company's common stock of $783,000. The Company
declared a dividend of $409,000 on September 15, 2004, which was paid on October
14, 2004.
The Company has an ongoing audit by the Canada Customs and Revenue
Agency (CCRA) of previously filed tax returns in Canada. In the initial phase of
the audit, CCRA has taken a position on certain matters different than that
taken by the Company. The Company, based on consultation with its professional
tax advisors in Canada, believes that the facts and circumstances support the
position taken by the Company and continues discussions and negotiations with
CCRA. The Company believes that amounts accrued and included in accounts payable
and accrued expenses at September 30, 2004 are adequate for the resolution of
the audit by CCRA. However, there can be no assurance that such obligation will
not exceed the current estimate.
The Company considers its cash resources sufficient to meet the
operating needs of its current level of business for the next twelve months.
Forward Looking Statements
Within this Quarterly Report on Form 10-Q, there are forward-looking
statements made in an effort to inform the reader of management's expectation of
future events. These expectations are subject to numerous factors and
assumptions, any one of which could have a material effect on future results.
The factors which may impact future operating results include, but are not
limited to, decisions made by Cyanco's customers as to the continuation,
suspension or termination of mining activities in the area served by Cyanco,
changes in world supply and demand for commodities, particularly gold and
energy-related raw materials such as natural gas, ammonia, caustic soda and
electricity; Cyanco's ability to successfully compete in its marketplace;
political, environmental, regulatory, economic and financial risks; major
changes in technology which could affect the mining industry as a whole or which
could affect sodium cyanide specifically; and the continued availability of
qualified technical and other professional employees of the Company and Cyanco.
The Company believes it is taking appropriate actions in order to address these
and other factors previously disclosed; however, some of the risks are outside
the control of the Company, and the actions taken by the Company may not be
sufficient to avoid the adverse consequences of one or more of the risks.
Consequently, the actual results could differ materially from those indicated in
the statements made.
10
Item 3. Quantitative and Qualitative Disclosure About Market Risk
A significant portion of the Company's cash equivalents and short-term
investments bear variable interest rates that are adjusted to market conditions.
Changes in market rates will affect interest earned on these instruments and
potentially the market value of the principal of these instruments. The Company
does not utilize derivative instruments to offset the exposure to interest
rates. The cash equivalents and short-term investments are placed in a variety
of products with different institutions. During 2004, the Company has liquidated
investments with longer maturities and greater interest rate risk, with proceeds
placed in short-term, variable interest rate investments with less exposure to
interest rate risk. Significant changes in interest rates may have a material
impact on the Company's investment income, but not on the Company's consolidated
results of operations.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Based on their evaluations as of September 30, 2004, the principal
executive officer and principal financial officer of the Company have concluded
that the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to
ensure that information required to be disclosed by the Company in reports that
the Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls
over financial reporting or in other factors that occurred during the last
fiscal quarter that have materially affected, or are reasonably likely to
materially affect these internal controls subsequent to the date of their most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
11
PART II. OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity
Securities
In November 2001, the Company's Board of Directors authorized a stock
repurchase plan that provides for the purchase of up to 500,000 shares of the
Company's currently issued and outstanding common stock. Purchases under the
stock repurchase plan may be made from time to time at various prices in the
open market, through block trades or otherwise. From November 2001 through
September 30 2004, the Company purchased 399,688 common shares under this plan.
However, the Company did not purchase any shares during the three months ended
September 30, 2004.
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
Exhibit 31.1 - Certification of principal executive officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of principal financial officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification of principal executive officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 32.2 - Certification of principal financial officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 99.1 - Press Release Dated October 27, 2004
2. Reports on Form 8-K
None
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
NEVADA CHEMICALS, INC.
----------------------
(Registrant)
October 27, 2004 /s/ John T. Day
- ------------------ ----------------
(Date) John T. Day, President
(principal executive officer)
October 27, 2004 /s/ Dennis P. Gauger
- ---------------- ---------------------
(Date) Dennis P. Gauger,
Chief Financial Officer (principal
financial and accounting officer)
13